Securities code: 300490 securities abbreviation: Hnac Technology Co.Ltd(300490) listing place: Shenzhen Stock Exchange Hnac Technology Co.Ltd(300490)
HNAC TECHNOLOGY CO.,LTD.
(address: No. 609, lushong Road, Lugu, Changsha high tech Development Zone, Hunan Province) demonstration and analysis report on the scheme of issuing convertible corporate bonds to unspecified objects
January 2002
Section I necessity of securities issuance and variety selection
Hnac Technology Co.Ltd(300490) (hereinafter referred to as "the company", "300490}" or "the issuer") in order to meet the capital needs of the company's development, expand the company's business scale and enhance its profitability, according to the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (Trial) (hereinafter referred to as "the measures for the administration of registration"), It is proposed to raise funds by issuing convertible corporate bonds (hereinafter referred to as "convertible bonds") to unspecified objects. 1、 Types of securities to be issued this time
The type of securities issued this time is convertible corporate bonds that can be converted into company shares. The convertible corporate bonds and the company's shares to be converted in the future will be listed on the gem of Shenzhen Stock Exchange. 2、 Necessity of selecting convertible corporate bonds for this issuance
The investment projects raised by issuing convertible corporate bonds to unspecified objects have been carefully demonstrated by the company. The implementation of the project is conducive to further improving the company's core competitiveness and enhancing the company's sustainable development ability. See the company's website on the same day for specific analysis（ http://www.cn.info.com.cn./new/index ）Feasibility analysis report on the use of funds raised by Hnac Technology Co.Ltd(300490) issuing convertible corporate bonds to unspecified objects disclosed on the.
Section II selection scope, quantity and appropriateness of standards for the issuance object
1、 Appropriateness of the selection scope of the issuing object
The specific issuance method of this convertible bond shall be determined through consultation between the board of directors authorized by the general meeting of shareholders and the sponsor (lead underwriter). The issuing objects of this convertible bond are natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding the securities account of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (except those prohibited by national laws and regulations).
The convertible bonds issued this time shall be placed preferentially to the original shareholders of the company, and the original shareholders have the right to give up the right to place. The specific placing proportion of priority placement to the original shareholders shall be submitted to the general meeting of shareholders to authorize the board of directors to determine according to the specific conditions at the time of issuance, and shall be disclosed in the issuance announcement of convertible bonds. The balance other than the preferential placement of the original shareholders and the part of the original shareholders who give up the preferential distribution and after-sales shall be sold to institutional investors offline and priced online through the trading system of Shenzhen Stock Exchange, and the balance shall be underwritten by the underwriter.
The selection scope of this offering object complies with the relevant provisions of relevant laws and regulations such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and the selection scope is appropriate. 2、 Appropriateness of the number of objects to be issued this time
The issuing objects of convertible corporate bonds to unspecified objects this time are natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding the securities account of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (except those prohibited by national laws and regulations). All issuers are subscribed in cash.
The number of objects to be issued this time complies with the relevant provisions of registration management measures and other relevant laws and regulations, and the number of objects to be issued is appropriate. 3、 Appropriateness of standards for the object of this issuance
The issuing object shall have certain risk identification ability and risk bearing ability, and have corresponding capital strength. The standards of the objects of this issuance comply with the relevant provisions of the registration management measures and other relevant laws and regulations, and the standards of the objects of this issuance are appropriate.
Section III rationality of the pricing principle, basis, method and procedure of this issuance I. rationality of the pricing principle of this issuance
After the China Securities Regulatory Commission (hereinafter referred to as "CSRC") makes a registration decision, the company will determine the issuance period after consultation with the sponsor (lead underwriter).
Pricing principle of this offering:
(I) bond interest rate
The determination method of the coupon rate of convertible corporate bonds issued this time and the final interest rate level of each interest bearing year shall be submitted to the general meeting of shareholders of the company to authorize the board of directors (or its authorized representative) to negotiate with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance.
(II) determination and adjustment of share conversion price
1. Determination basis of initial conversion price
The initial conversion price of the convertible corporate bonds issued this time shall not be lower than the higher of the average trading price of the company's shares on the 20 trading days prior to the date of publication of the prospectus and the average trading price of the company's shares on the previous trading day, The specific initial conversion price shall be determined by the board of directors (or its authorized representative) authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the specific market and company conditions.
If the share price has been adjusted due to ex right and ex interest within the above 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustment.
Among them, the average trading price of the company's shares in the first 20 trading days = the total trading volume of the company's shares in the first 20 trading days / the total trading volume of the company's shares in the 20 trading days; The average trading price of the company's shares on the previous trading day = the total trading volume of the company's shares on the previous trading day / the total trading volume of the company's shares on that day.
2. Adjustment method and calculation formula of conversion price
After this issuance, when the company's shares change due to bonus shares, conversion to share capital, additional issuance of new shares or allotment, dividend distribution, etc. (excluding the increased share capital due to the conversion of convertible corporate bonds), the conversion price will be adjusted accordingly. The specific adjustment methods are as follows:
Distribution of stock dividends or conversion to share capital: P1 = P0 / (1 + n);
Additional shares or allotment: P1 = (P0 + a) × k）/（1+k）；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × k）/（1+n+k）；
Cash dividend distribution: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）/（1+n+k）。
Where: P1 is the conversion price after adjustment, P0 is the conversion price before adjustment, n is the share distribution rate or share capital conversion rate, K is the new share issuance rate or share allotment rate, a is the new share price or share allotment price, and D is the cash dividend per share.
When the above shares and / or shareholders' equity changes, the company will adjust the conversion price in turn, publish relevant announcements on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment method and suspension period (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible bonds issued this time and before the registration date of conversion shares, the application for conversion of shares of the holder shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, company merger, division or any other circumstances, resulting in changes in the class, number and / or shareholders' equity of the company's shares, which may affect the creditor's rights and interests of the holders of convertible bonds issued this time or the derivative rights and interests of convertible bonds, the company will, as the case may be, follow the principles of fairness, impartiality The conversion price shall be adjusted according to the principles of fairness and full protection of the rights and interests of convertible bond holders.
The adjustment contents and operation methods of the conversion price will be formulated in accordance with the relevant national laws and regulations and the relevant provisions of the securities regulatory authorities at that time. 2、 Rationality of pricing basis for this offering
The initial conversion price of convertible corporate bonds issued this time shall not be lower than the higher of the average trading price of the company's shares on the 20 trading days prior to the date of publication of the prospectus and the average trading price of the company's shares on the previous trading day. The specific initial conversion price shall be determined by the board of directors authorized by the general meeting of shareholders through negotiation with the recommendation institution (lead underwriter) according to the market and the specific situation of the company.
If the share price has been adjusted due to ex right and ex interest within the above 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustment.
Among them, the average trading price of the company's shares in the first 20 trading days = the total trading volume of the company's shares in the first 20 trading days / the total trading volume of the company's shares in the 20 trading days; The average trading price of the company's shares on the previous trading day = the total trading volume of the company's shares on the previous trading day / the total trading volume of the company's shares on that day.
The pricing basis of this offering complies with the relevant provisions of laws and regulations such as the registration management measures, and the pricing basis of this offering is reasonable. 3、 The pricing methods and procedures for this offering are reasonable
The pricing methods and procedures for the issuance of convertible corporate bonds to unspecified objects are in accordance with the relevant provisions of the registration management measures and other laws and regulations, the board of directors is convened, the relevant announcements are disclosed on the qualified information disclosure media, and will be submitted to the general meeting of shareholders of the company for deliberation.
The pricing method and procedure of this offering comply with the relevant provisions of laws and regulations such as the registration management measures, and the pricing method and procedure of this offering are reasonable.
To sum up, the pricing principles, basis, methods and procedures of this offering comply with the requirements of relevant laws and regulations, and the compliance is reasonable.
Section IV feasibility of this issuance method
The issuer raises funds by issuing convertible corporate bonds to unspecified objects, which meets the issuance conditions specified in the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the registration management measures: I. this issuance meets the issuance conditions specified in the registration management measures
(I) the issuer has a sound and well functioning organization
The company has established a sound business organization structure in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law and other laws, regulations and normative documents. The company has a clear organizational structure, clear responsibilities of each department and post, and has established special department responsibilities, which runs well.
During the reporting period, the general meeting of shareholders, the board of directors, the board of supervisors and the management performed their duties in accordance with laws and regulations, the articles of association and other rules and regulations, and all systems of the company operated well.
The company complies with the provisions of "having a sound and well functioning organization" in Item (I) of Article 13 of the measures for the administration of bank registration.
(II) the average distributable profits of the company in the last three years are sufficient to pay one year's interest on corporate bonds
In 2018, 2019 and 2020, the company's net profits attributable to shareholders of listed companies were 101.0214 million yuan, 87.9364 million yuan and 30.0607 million yuan respectively, and the average distributable profit in the last three years was 73.062 million yuan.
The total amount of convertible bonds issued by the company this time does not exceed RMB 1 million (including this amount). With reference to the issuing interest rate level of the recent bond market and through reasonable estimation, the average distributable profit of the company in the last three years is sufficient to pay the interest of corporate bonds for one year.
The company complies with the provisions of item (II) of Article 13 of the registration management measures that "the average distributable profits in the last three years are sufficient to pay one year's interest on corporate bonds".
(III) the company has a reasonable asset liability structure and normal cash flow
At the end of 2018, 2019, 2020 and September 2021, the company's asset liability ratios were 38.32%, 42.66%, 48.74% and 50.25% respectively. The company as a whole was at a reasonable level and in line with the characteristics of the company's production and operation; In 2018, 2019, 2020 and January September 2021, the net cash flow generated by the company's operating activities were -112.6384 million yuan, 42.1178 million yuan, 140.4705 million yuan and -171.5059 million yuan respectively. The production cycle of the company's main products was long, the customization level was high, and there was a time difference between sales return and purchase payment, This makes the net cash flow generated from some operating activities of the company negative in the reporting period, which is in line with the actual operating conditions of the company and there is no abnormality. To sum up, the asset liability structure of the company is reasonable and the cash flow is normal.
The company complies with the provisions of "having a reasonable asset liability structure and normal cash flow" in Item (III) of Article 13 of the registration management measures.
(IV) the current directors, supervisors and senior managers of the company meet the job requirements specified in laws and administrative regulations
The current directors, supervisors and senior managers of the company meet the job requirements specified in laws, administrative regulations and rules, do not violate the provisions of articles 146, 147 and 148 of the company law, and have not been subject to administrative punishment by the CSRC in the last three years, There has been no public condemnation by the stock exchange within the last year; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations.
The company complies with the provisions of item (II) of Article 9 of the measures for the administration of registration that "the current directors, supervisors and senior managers meet the job requirements stipulated by laws and administrative regulations".
(V) the company has a complete business system and the ability to operate independently directly facing the market, and there is no situation that has a significant adverse impact on the continuous operation
The company has the places, assets, operating institutions, personnel and capabilities required for independent business. It is independent of the controlling shareholders, actual controllers and other enterprises controlled by the company in terms of business, personnel, organization and finance. It has a complete business system and the ability to operate independently directly to the market. There is no situation that has a significant adverse impact on sustainable operation.
The company complies with the provisions of item (III) of Article 9 of the measures for the administration of registration that "it has a complete business system and the ability to operate independently directly facing the market, and there is no situation that has a significant adverse impact on its continuous operation".
(VI) the company's basic accounting work is standardized, and the internal control system is sound and effective
The company has established a relatively perfect internal control system in strict accordance with the requirements of company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies' standardized operation guidelines and other relevant laws, regulations and normative documents. The company has a clear organizational structure, clear responsibilities of each department and post, and has established special department responsibilities.
